Page 1 of 21 Pages

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    Form 10-Q

 (Mark One)
       [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 25, 1999

                                       OR

       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                               File Number 0-20539

                            PRO-FAC COOPERATIVE, INC.
             (Exact Name of Registrant as Specified in its Charter)

           New York                                        16-6036816
  (State or other jurisdiction of                         (IRS Employer
  incorporation or organization                        Identification Number)

   90 Linden Place, PO Box 682, Rochester, NY              14603
    (Address of Principal Executive Offices)             (Zip Code)

        Registrant's Telephone Number, Including Area Code (716) 383-1850

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve  months (or such shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    YES X NO

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of January 29, 2000.

                        Class A Common Stock - 2,113,180


<PAGE>


                                        2

                          PART I. FINANCIAL INFORMATION

<TABLE>
ITEM I.  FINANCIAL STATEMENTS

Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Operations and Net Proceeds
(Unaudited)

(Dollars in Thousands)
<CAPTION>

                                                                       Three Months Ended               Six Months Ended
                                                                  ------------------------------    ------------------------------
                                                                  December 25,      December 26,    December 25,      December 26,
                                                                      1999              1998            1999               1998
                                                                  -----------       ------------    ------------      -----------

<S>                                                                <C>              <C>              <C>               <C>
Net sales                                                          $  380,485       $   376,703      $  676,733        $  559,282
Cost of sales                                                        (252,244)         (254,563)       (463,698)         (390,445)
                                                                   ----------       -----------      ----------        ----------
Gross profit                                                          128,241           122,140         213,035           168,837
Selling, administrative, and general expense                          (90,790)          (92,118)       (153,978)         (127,001)
Income from joint venture                                               1,204             1,053           1,695             1,689
Gain on sales of assets                                                 2,293                 0           2,293            64,202
                                                                   ----------       -----------      ----------        ----------
Operating income                                                       40,948            31,075          63,045           107,727
Interest expense                                                      (21,835)          (18,613)        (42,484)          (26,949)
Amortization of debt issues costs associated with a
   Bridge Facility                                                          0            (5,500)              0            (5,500)
                                                                   ----------       -----------      ----------        ----------
Income before taxes, dividends, allocation of net proceeds, and
   extraordinary item                                                  19,113             6,962          20,561            75,278
Tax provision                                                          (4,633)           (1,893)         (5,678)          (26,900)
                                                                   ----------       -----------      ----------        ----------
Income before dividends, allocation of net proceeds, and
   extraordinary item                                                  14,480             5,069          14,883            48,378
Extraordinary item relating to the early extinguishment of debt
   (net of income taxes)                                                    0                 0               0           (18,024)
                                                                   ----------       -----------      ----------        ----------
Net income                                                         $   14,480       $     5,069      $   14,883        $   30,354
                                                                   ==========       ===========      ==========        ==========

Allocation of net proceeds:
   Net income                                                      $   14,480       $     5,069      $   14,883        $   30,354
   Dividends on common and preferred stock                             (1,603)           (1,524)         (3,706)           (3,502)
                                                                   ----------       -----------      ----------        ----------
   Net proceeds                                                        12,877             3,545          11,177            26,852
   Allocation to earned surplus                                        (6,301)           (1,083)         (4,601)          (22,385)
                                                                   ----------       -----------      ----------        ----------
   Net proceeds available to members                               $    6,576       $     2,462      $    6,576        $    4,467
                                                                   ==========       ===========      ==========        ==========

Net proceeds available to members:

   Estimated cash payment                                          $    1,644       $       616      $    1,644        $    1,117
   Qualified retains                                                    4,932             1,846           4,932             3,350
                                                                   ----------       -----------      ----------        ----------
   Net proceeds available to members                               $    6,576       $     2,462      $    6,576        $    4,467
                                                                   ==========       ===========      ==========        ==========

<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>


<PAGE>


                                        3

<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Balance Sheet (Unaudited)
<CAPTION>
(Dollars in Thousands)                                        ASSETS                    December 25,     June 26,      December 26,
                                                                                            1999           1998             1998
                                                                                        -----------      ---------     ------------
<S>                                                <C>          <C>           <C>           <C>         <C>            <C>
Current assets:
   Cash and cash equivalents                                                            $   10,489      $    6,540     $   18,434
   Accounts receivable, trade, net                                                         122,849          88,249        103,991
   Accounts receivable, other                                                               13,163           9,848         17,195
   Income taxes refundable                                                                       0          11,295              0
     Current deferred tax asset                                                             16,160          16,160         13,336
   Inventories -
     Finished goods                                                                        392,564         284,863        323,984
     Raw materials and supplies                                                             45,186          50,057         48,178
                                                                                        ----------      ----------     ----------
           Total inventories                                                               437,750         334,920        372,162
                                                                                        ----------      ----------     ----------
   Current investment in CoBank                                                                801           2,403            665
   Prepaid manufacturing expense                                                             1,821          18,217          1,792
   Prepaid expenses and other current assets                                                22,805          27,883         19,122
                                                                                        ----------      ----------     ----------
           Total current assets                                                            625,838         515,515        546,697
Investment in CoBank                                                                        19,693          19,693         22,377
Investment in Great Lakes Kraut Company                                                      8,374           6,679          8,274
Property, plant, and equipment, net                                                        349,459         367,255        312,344
Assets held for sale, at net realizable value                                                  329             890            920
Goodwill and other intangible assets, net                                                  259,832         260,733        339,639
Other assets                                                                                29,073          25,714         23,659
                                                                                        ----------      ----------     ----------

           Total assets                                                                 $1,292,598      $1,196,479     $1,253,910
                                                                                        ==========      ==========     ==========

            Liabilities and Shareholders' and Members' Capitalization

Current liabilities:
   Notes payable                                                                        $  123,700      $   54,900     $   85,000
   Current portion of obligations under capital leases                                         208             208            256

   Current portion of long-term debt                                                        16,580           8,670          5,100
   Accounts payable                                                                         98,591         107,159        102,508
   Income taxes payable                                                                        549               0          8,911
   Accrued interest                                                                          8,594           5,974          4,074
   Accrued employee compensation                                                            15,229          15,127         12,703
   Other accrued expenses                                                                   92,480          64,603         90,479
   Dividends payable                                                                            15              45             17
   Amounts due AgriFrozen growers                                                                0           1,453              0
   Amounts due members                                                                      25,171          20,045         31,550
                                                                                        ----------      ----------     ----------
           Total current liabilities                                                       381,117         278,184        340,598
Obligations under capital leases                                                               568             568            503
Long-term debt                                                                             687,025         702,322        680,994
Deferred income tax liabilities                                                             23,072          23,072         34,644
Other non-current liabilities                                                               30,733          32,222         29,906
Minority interest in AgriFrozen                                                              8,000           8,000              0
                                                                                        ----------      ----------     ----------
           Total liabilities                                                             1,130,515       1,044,368      1,086,645
                                                                                        ----------      ----------     ----------
Commitments and contingencies

Class B cumulative  redeemable  preferred stock  liquidation  preference $10 per
   share, authorized - 500,000 shares; issued and outstanding 26,061, 26,061, and
       28,634 shares, respectively                                                             261             261            286


Class A common stock, par value $5, authorized - 5,000,000 shares
                                                 December 25,    June 26,    December 26,
                                                     1999          1999          1998
                                                 ------------    --------    ------------
   Shares issued                                   2,083,601    1,995,740     1,853,481
   Shares subscribed                                 303,196      384,649       858,955
                                                   ---------    ---------     ---------
           Total subscribed and issued             2,386,797    2,380,389     2,712,436
   Less subscriptions receivable in installments    (303,196)    (384,649)     (858,955)
                                                   ---------    ---------     ---------
           Total issued and outstanding            2,083,601    1,995,740     1,853,481     10,418           9,979          9,267
                                                   =========    =========     =========
Class B common stock, par value $5, authorized
   2,000,000 shares                                                                              0               0              0
Shareholders' and members' capitalization:
   Retained earnings allocated to members                                                   30,505          25,573         33,122
   Non-qualified allocation to members                                                       2,050           2,050          2,660
   Non-cumulative preferred stock, par value $25; authorized -
     5,000,000 shares; issued and outstanding - 39,635,
       39,635, and 45,001, respectively                                                        991             991          1,125
   Class A cumulative preferred stock, liquidation preference
     $25 per share; authorized - 10,000,000 shares; issued and
       outstanding 3,694,495, 3,694,495 and 3,503,199 shares,   respectively                92,362          92,362         87,580

   Special membership interests                                                                  0               0              0
   Earned surplus                                                                           26,259          21,658         33,833
   Accumulated other comprehensive income:
     Minimum pension liability adjustment                                                     (763)           (763)          (608)
                                                                                        ----------      ----------     ----------
           Total shareholders' and members' capitalization                                 151,404         141,871        157,712
                                                                                        ----------      ----------     ----------

           Total liabilities and capitalization                                         $1,292,598      $1,196,479     $1,253,910
                                                                                        ==========      ==========     ==========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>


<PAGE>



                                        4

<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)
<CAPTION>
(Unaudited)

                                                                                                        Six Months Ended
                                                                                               -----------------------------------
                                                                                               December 25,           December 26,
                                                                                                   1999                   1998
                                                                                               ------------           ------------
<S>                                                                                            <C>                    <C>
Cash flows from operating activities:
     Net income                                                                                $    14,883            $    30,354
     Amounts payable to members                                                                     (1,644)                (1,117)
     Adjustments to reconcile net income to net cash used in operating activities:
       Extraordinary item relating to the early extinguishment of debt (net of income taxes)             0                 18,024
       Gain on sales of assets                                                                      (2,293)               (64,202)
       Loss on disposal of assets                                                                        0                    353
       Depreciation                                                                                 16,838                 13,484
       Amortization of goodwill and other intangibles                                                4,332                  5,136
       Interest in-kind on Subordinated Promissory Note                                                776                      0
       Amortization of debt issue costs and discount on subordinated promissory notes                2,357                  6,277
       Equity in undistributed earnings of Great Lakes Kraut Company                                (1,695)                (1,689)
       Change in assets and liabilities:
         Accounts receivable                                                                       (38,286)               (37,944)
         Inventories                                                                              (128,434)               (51,538)
         Income taxes refundable/(payable)                                                          11,844                 15,328
         Accounts payable and other accrued expenses                                                21,781                (19,504)
         Amounts due to members                                                                      5,126                 10,914
         Other assets and liabilities                                                                2,738                 (6,230)
                                                                                               -----------            -----------
Net cash used in operating activities                                                              (91,677)               (82,354)
                                                                                               -----------            -----------

Cash flows from investing activities:

     Purchase of property, plant and equipment                                                     (16,009)                (8,561)
     Proceeds from disposals                                                                        53,497                 84,427
     Proceeds from investment in CoBank                                                              1,602                  1,329
     Cash paid for acquisitions                                                                          0               (442,918)
                                                                                               -----------            -----------
Net cash provided by/(used in) investing activities                                                 39,090               (365,723)
                                                                                               -----------            -----------

Cash flows from financing activities:

     Net proceeds from issuance of short-term debt                                                  68,800                 85,000
     Proceeds from issuance of long-term debt                                                            0                677,507
     Payments on long-term debt                                                                     (8,997)              (278,873)
     Cash paid for debt issuance costs                                                                   0                (18,824)
     Issuances of common stock                                                                         439                    154
     Cash dividends paid                                                                            (3,706)                (3,502)
                                                                                               -----------            -----------
Net cash provided by financing activities                                                           56,536                461,462
                                                                                               -----------            -----------
Net change in cash and cash equivalents                                                              3,949                 13,385
Cash and cash equivalents at beginning of period                                                     6,540                  5,049
                                                                                               -----------            -----------
Cash and cash equivalents at end of period                                                     $    10,489            $    18,434
                                                                                               ===========            ===========


<FN>
(Table continued on next page)
</FN>
</TABLE>


<PAGE>


                                        5

<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)
<CAPTION>
(Unaudited)

(Table continued from previous page)

                                                                                                        Six Months Ended
                                                                                                 ---------------------------------
                                                                                                 December 25,         December 26,
                                                                                                     1999                 1998
                                                                                                 ------------         ------------
<S>                                                                                              <C>                   <C>
Supplemental disclosure of cash flow information:
   Acquisition of Dean Foods Vegetable Company -
     Accounts receivable                                                                                               $   24,201
     Current deferred tax asset                                                                                            30,645
     Inventories                                                                                                          195,674
     Prepaid expenses and other current assets                                                                              6,374
     Property, plant and equipment                                                                                        154,527
     Assets held for sale at net realizable value                                                                              49
     Goodwill and other intangible assets                                                                                 182,010
     Accounts payable                                                                                                     (40,865)
     Accrued employee compensation                                                                                         (8,437)
     Other accrued expenses                                                                                               (75,778)
     Long-term debt                                                                                                        (2,752)
     Subordinated promissory note                                                                                         (22,590)
     Other assets and liabilities, net                                                                                     (2,453)
                                                                                                                       ----------
                                                                                                                       $  440,605
                                                                                                                       ==========
   Acquisition of J.A. Hopay Distributing Co., Inc. -
     Accounts receivable                                                                                               $      420
     Inventories                                                                                                              153
     Property, plant and equipment                                                                                             51
     Goodwill and other intangible assets                                                                                   3,303
     Other accrued expenses                                                                                                  (251)
     Obligation for covenant not to compete                                                                                (1,363)
                                                                                                                       ----------
                                                                                                                       $    2,313
                                                                                                                       ==========
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>


<PAGE>



                            PRO-FAC COOPERATIVE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

Pro-Fac  Cooperative,  Inc.  ("Pro-Fac" or the "Cooperative") is an agricultural
cooperative  which  processes and markets crops grown by its members through its
wholly-owned  subsidiary  Agrilink  Foods,  Inc.  ("Agrilink")  and  through its
subsidiary PF Acquisition  II, Inc. in which it has a controlling  interest.  PF
Acquisition  II,  Inc.   conducts  business  under  the  name  AgriFrozen  Foods
("AgriFrozen").

Agrilink has four primary product lines including:  vegetables,  fruits, snacks,
and canned meals.  AgriFrozen  has  vegetables as its primary  product line. The
majority of each of the product  lines' net sales are within the United  States.
In addition,  all of the Cooperative's  operating  facilities,  excluding one in
Mexico, are within the United States.

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting  principles and, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the results of operations for
these periods.  The following  summarizes the  significant  accounting  policies
applied in the  preparation  of the  accompanying  financial  statements.  These
financial statements should be read in conjunction with the financial statements
and accompanying notes contained in the Pro-Fac Cooperative,  Inc. Form 10-K/A-1
for the fiscal year ended June 26, 1999.

Consolidation: The consolidated financial statements include the Cooperative and
its subsidiaries,  Agrilink and AgriFrozen.  The financial  statements are after
elimination of intercompany transactions and balances. Investments in affiliates
owned more than 20 percent  but not in excess of 50 percent are  recorded  under
the equity method of accounting.

Reclassification:  Certain  items for  fiscal  1999 have  been  reclassified  to
conform with the current presentation.

NOTE 2. ACQUISITIONS

Agripac Frozen Vegetable Business: On February 23, 1999, AgriFrozen acquired the
frozen vegetable business of Agripac, Inc.  ("Agripac"),  an Oregon cooperative.
AgriFrozen was formed in January 1999 under the corporation laws of New York. On
January 4, 1999  Agripac  filed a  voluntary  petition  under  Chapter 11 of the
Bankruptcy  Code in the  United  States  Bankruptcy  Court for the  District  of
Oregon.  On January 22, 1999 Agripac,  as  debtor-in-possession,  filed a motion
with the Bankruptcy Court for authority to sell  substantially all of the assets
comprising its frozen food processing  business.  The bankruptcy court confirmed
the sale of Agripac's  frozen food  processing  assets to AgriFrozen by an order
entered on February 18, 1999.

The net  purchase  price for the assets was $80.5  million.  AgriFrozen  paid an
additional  $7.8 million in related  expenses,  including  $6.4 million to prior
member-growers  of Agripac to obtain crop delivery  agreements with  AgriFrozen,
and  transaction  expenses and  miscellaneous  costs  totaling $1.4 million.  In
addition,  AgriFrozen is paying $1.2 million in severance costs  associated with
the  acquisition  and the  implementation  of  AgriFrozen's  business  plan.  In
connection  with,  and as a condition to the  consummation  of the  acquisition,
AgriFrozen  entered into a sufficient  number of crop  delivery  contracts  with
prior member growers of Agripac acceptable to AgriFrozen.

The acquisition was accounted for under the purchase method of accounting. Under
purchase  accounting  tangible and identifiable  intangible  assets acquired are
recorded at their  respective fair values.  Final  allocations of purchase price
were made in the third and fourth quarters of fiscal 1999.

In order to consummate  the  acquisition,  AgriFrozen  (i) entered into a credit
facility with CoBank (the "CoBank Credit Facility") providing for $30 million of
term loan  borrowings  and  currently  up to $55  million  of  revolving  credit
borrowings  (the  "CoBank  Revolving  Credit  Facility")  and (ii)  issued a $12
million  Subordinated  Promissory  Note to CoBank.  Neither Pro-Fac nor Agrilink
guaranteed the debts of AgriFrozen or otherwise  pledged any of their respective
properties as security for the CoBank  financing.  In fact, all of  AgriFrozen's
indebtedness is expressly without recourse to Pro-Fac and Agrilink.

Phase I  environmental  audits were  performed on the  facilities  acquired from
Agripac,  including  lease  properties.  A number  of  environmental  conditions
requiring  remedial action have been identified,  but none of them individually,
or in the  aggregate,  are expected to exceed the $4.0 million of debt reduction
for environmental remediation to be provided by CoBank.


<PAGE>

As  part  of  its  business  strategy,  AgriFrozen  has  also  entered  into  an
administrative  services  agreement  with  Agrilink  to provide it with  certain
management consulting and administrative services.

The effects of the Agripac  acquisition are not material and  accordingly,  have
been excluded from the pro forma information presented below.

Dean Foods Vegetable Company:  On September 24, 1998, Agrilink acquired the Dean
Foods Vegetable  Company ("DFVC"),  the frozen and canned vegetable  business of
Dean Foods Company  ("Dean  Foods"),  by acquiring all the  outstanding  capital
stock of Dean  Foods  Vegetable  Company  and  Birds Eye de Mexico SA de CV (the
"DFVC Acquisition"). In connection with the DFVC Acquisition,  Agrilink sold its
aseptic  business to Dean Foods.  Agrilink paid $360 million in cash, net of the
sale of the aseptic  business,  and issued to Dean Foods a $30 million unsecured
subordinated promissory note due November 22, 2008 (the "Dean Foods Subordinated
Promissory  Note"), as consideration for the DFVC Acquisition.  Agrilink had the
right,  exercisable  until July 15, 1999,  to require  Dean Foods,  jointly with
Agrilink,  to treat the DFVC Acquisition as an asset sale for tax purposes under
Section  338(h)(10) of the Internal  Revenue  Code. On April 15, 1999,  Agrilink
paid $13.2 million to Dean Foods and exercised the election.

After the DFVC Acquisition,  DFVC was merged into Agrilink. DFVC has been one of
the leading processors of vegetables in the United States,  selling its products
under  well-known  brand names,  such as Birds Eye,  Freshlike and Veg-All,  and
various private labels.  Agrilink believes that the DFVC Acquisition strengthens
its  competitive  position by: (i)  enhancing its brand  recognition  and market
position,   (ii)  providing   opportunities   for  cost  savings  and  operating
efficiencies and (iii) increasing its product and geographic diversification.

The DFVC  Acquisition was accounted for under the purchase method of accounting.
Under purchase accounting,  tangible and identifiable intangible assets acquired
and liabilities assumed were recorded at their respective fair values.  Goodwill
associated  with the DFVC  Acquisition is being  amortized over 30 years.  Final
allocations  of  purchase  price were made in the third and fourth  quarters  of
fiscal 1999.

The following  unaudited pro forma financial  information  presents a summary of
consolidated results of operations of Pro-Fac and DFVC as if the acquisition had
occurred at the beginning of the 1999 fiscal year.

                                                       Six Months Ended
(Dollars in Millions)                                  December 26, 1998
                                                       -----------------

Net sales                                                  $ 656.3
Income before extraordinary item                           $  33.2
Net income                                                 $  15.2

These  unaudited pro forma results have been prepared for  comparative  purposes
only  and  include   adjustments   for  additional   depreciation   expense  and
amortization and interest expense on acquisition debt. They do not purport to be
indicative of the results of operations  which  actually would have resulted had
the  combination  been in effect at the beginning of the 1999 fiscal year, or of
the future operations of the consolidated entities.

Concurrently  with  the  DFVC  Acquisition,  Agrilink  refinanced  its  existing
indebtedness   (the   "Refinancing"),   including  its  12  1/4  percent  Senior
Subordinated  Notes due 2005 (the "Old Notes") and its then  existing bank debt.
On August 24, 1998,  Agrilink  commenced a tender offer (the "Tender Offer") for
all the Old Notes and  consent  solicitation  to  certain  amendments  under the
indenture governing the Old Notes to eliminate substantially all the restrictive
covenants and certain events of default therein.  Substantially  all of the $160
million aggregate  principal amount of the Old Notes were tendered and purchased
by Agrilink for aggregate consideration of approximately $184 million, including
accrued  interest of $2.9 million.  Agrilink also  terminated  its then existing
bank facility  (including  seasonal  borrowings)  and repaid the $176.5 million,
excluding  interest  owed and breakage  fees  outstanding  thereunder.  Agrilink
recognized an  extraordinary  item of $18.0 million (net of income taxes) in the
first quarter of fiscal 1999 relating to this refinancing.

In order to consummate the DFVC  Acquisition  and the Refinancing and to pay the
related fees and expenses, Agrilink: (i) entered into a new credit facility (the
"New Credit  Facility")  providing for $455 million of term loan borrowings (the
"Term Loan Facility") and up to $200 million of revolving credit borrowings (the
"Revolving  Credit  Facility"),  (ii)  entered into and drew upon a $200 million
bridge loan facility (the  "Subordinated  Bridge Facility") and (iii) issued the
$30 million Subordinated Promissory Note to


<PAGE>


Dean Foods. The Subordinated  Bridge Facility was repaid during November of 1998
principally  with the proceeds  from the issuance of Senior  Subordinated  Notes
(the "New Notes") for $200 million  aggregate  principal  amount due November 1,
2008. Interest on the New Notes accrues at the rate of 11-7/8 percent per annum.
Debt  issue  costs  of $5.5  million  associated  with the  Subordinated  Bridge
Facility were expensed during the quarter ended December 26, 1998.

NOTE 3. AGREEMENTS WITH AGRILINK AND AGRIFROZEN

Agrilink:  The contractual  relationship between Pro-Fac and Agrilink is defined
in the Pro-Fac  Marketing  and  Facilitation  Agreement  (the Pro-Fac  Marketing
Agreement").  Under the Pro-Fac Marketing  Agreement,  Agrilink pays Pro-Fac the
commercial  market  value  ("CMV") for all crops  supplied  by  Pro-Fac.  CMV is
defined as the weighted  average price paid by other  commercial  processors for
similar crops sold under preseason  contracts and in the open market in the same
or competing  market area.  Although CMV is intended to be no more than the fair
market value of the crops purchased by Agrilink, it may be more or less than the
price  Agrilink  would pay in the open  market  in the  absence  of the  Pro-Fac
Marketing Agreement.

Under the Pro-Fac Marketing Agreement, Agrilink is required to have on its board
of directors some persons who are neither members of nor affiliated with Pro-Fac
("Disinterested Directors"). The number of Disinterested Directors must at least
equal the number of directors who are members of Pro-Fac. The volume and type of
crops to be  purchased by Agrilink  under the Pro-Fac  Marketing  Agreement  are
determined  pursuant to its annual profit plan, which requires the approval of a
majority of the  Disinterested  Directors  of Agrilink.  In addition,  under the
Pro-Fac  Marketing  Agreement,  in any year in which  Agrilink  has  earnings on
products which were  processed  from crops  supplied by Class A Pro-Fac  members
("Pro-Fac Products"), Agrilink pays to Class A members of Pro-Fac, as additional
patronage income, up to 90 percent of such earnings, but in no case more than 50
percent of all pretax earnings  (before  dividing with Pro-Fac) of Agrilink.  In
years in which Agrilink has losses on Class A Pro-Fac Products, Agrilink reduces
the CMV it would  otherwise  pay to Pro-Fac by up to 90 percent of such  losses,
but in no case by more than 50  percent of all pretax  losses  (before  dividing
with Pro-Fac) of Agrilink.  Additional  patronage  income is paid to Pro-Fac for
services  provided to Agrilink,  including the provision of a long term,  stable
crop  supply,  favorable  payment  terms for crops and the  sharing  of risks in
losses of certain operations of the business. Earnings and losses are determined
at the end of the fiscal year, but are accrued on an estimated  basis during the
year. Under the Pro-Fac Marketing Agreement,  Pro-Fac is required to reinvest at
least 70 percent of the additional patronage income in Agrilink.

AgriFrozen:  The  contractual  relationship  between  Pro-Fac and  AgriFrozen is
defined  in  a  Marketing  and  Facilitation   Agreement   between  Pro-Fac  and
AgriFrozen.  Under this  agreement,  AgriFrozen  will purchase raw products from
Pro-Fac and will process and market the finished  products.  AgriFrozen will pay
Pro-Fac CMV for the crops supplied by Pro-Fac. In addition, in any year in which
AgriFrozen  has earnings on any products  sold which were  processed  from crops
supplied by Pro-Fac, AgriFrozen will distribute such earnings to Class B members
of Pro-Fac.  However, in the event AgriFrozen  experiences any losses on Pro-Fac
products,  AgriFrozen  will  deduct the losses from the total CMV  payable.  The
agreement permits  AgriFrozen to pay 20 percent in cash and retain 80 percent of
its earnings on Pro-Fac products as working capital.

Under the Marketing and Facilitation  Agreement between  AgriFrozen and Pro-Fac,
the board of  directors  of  AgriFrozen  is required to consist of: (i) at least
three and as many as five directors who are  individuals  who currently serve as
directors of Pro-Fac and who are chosen by Pro-Fac's  board of  directors;  (ii)
one director who is nominated by the president of Agrilink from among Agrilink's
management employees; and (iii) any number of disinterested directors who are to
be  elected  from   individuals   suggested   by  the   president  of  Agrilink.
Disinterested directors are persons who are neither employees, shareholders, nor
otherwise affiliated with Pro-Fac or AgriFrozen, but may include a disinterested
director of Agrilink.


<PAGE>


                                        9

NOTE 4. DEBT

<TABLE>
Summary of Long-Term Debt:
<CAPTION>
(Dollars in Thousands)

                                                                December 25, 1999
                                                     ---------------------------------------      June 26,        December 26,
                                                       Agrilink   AgriFrozen         Total          1999              1998
                                                     -----------  ----------      ----------     ----------       ------------

<S>                                                  <C>             <C>          <C>            <C>               <C>
Term Loan Facility                                   $  437,700      $ 30,000     $  467,700     $  476,600        $  455,000
Senior Subordinated Notes                               200,015             0        200,015        200,015           200,015
Subordinated Promissory Notes (net of discount)          24,749         4,240         28,989         27,378            23,372
Other                                                     6,901             0          6,901          6,999             7,707
                                                     ----------      --------     ----------     ----------        ----------
Total debt                                              669,365        34,240        703,605        710,992           686,094
Less current portion                                    (16,580)            0        (16,580)        (8,670)           (5,100)
                                                     ----------      --------     ----------     ----------        ----------
Total long-term debt                                 $  652,785      $ 34,240     $  687,025     $  702,322        $  680,994
                                                     ==========      ========     ==========     ==========        ==========
</TABLE>


NOTE 5. OTHER MATTERS

Sale of Midwest Private Label Canned  Vegetable  Business:  On November 8, 1999,
Agrilink  completed  the sale of its  Midwest  private  label  canned  vegetable
business to Seneca Foods. Included in this transaction was Agrilink's Arlington,
Minnesota  facility.  Agrilink received proceeds of approximately  $42.4 million
which were applied to outstanding  bank loans. In addition,  Seneca Foods issued
to Agrilink a $5.0 million unsecured  subordinated  promissory note due February
8, 2009.  This  transaction  did not include  Agrilink's  retail  branded canned
vegetables, Veg-All and Freshlike. No significant gain or loss was recognized on
this transaction.

On December  17, 1999,  Agrilink  completed  the sale of its Cambria,  Wisconsin
processing  facility to Del Monte.  The sale includes an agreement for Del Monte
to produce a portion of Agrilink's product needs during the 2000 packing season.
Agrilink received proceeds of approximately  $10.5 million which were applied to
bank  loans.  A gain  of  approximately  $2.3  million  was  recognized  on this
transaction.

Restructuring:  During the third  quarter of fiscal 1999,  Agrilink  completed a
corporate-wide restructuring program. The overall objectives of the plan were to
reduce expenses,  improve  productivity,  and streamline  operations.  The total
restructuring  charge  amounted to $5.0 million and was  primarily  comprised of
employee  termination  benefits.  Efforts have focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
work force.  Reductions  in personnel  include  operational  and  administrative
positions.  Of this charge,  $2.3 million has been  liquidated to date,  and the
remaining termination benefits are anticipated to be liquidated by June 2000.

NOTE 6: OPERATING SEGMENTS

The  Cooperative  is  organized by product line for  management  reporting  with
operating   income   being  the  primary   measure  of  segment   profitability.
Accordingly,  no items below operating  earnings are allocated to segments.  The
Cooperative's  four  primary  operating  segments  are as  follows:  vegetables,
fruits, snacks, and canned meals.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable  category  include Birds Eye,  Birds Eye Voila!,  Freshlike,  Veg-All,
McKenzies,  Brooks Chili  Beans,  Farman's  and Nalley.  The fruit  product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded products within the snacks category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stew,  soups, and various other  ready-to-eat  prepared meals.  Branded products
within the canned meal category  include  Nalley.  Other product lines primarily
represent salad dressings.  Branded products within the "other category" include
Bernstein's and Nalley.

<PAGE>


The following table illustrates the Cooperative's operating segment information:

<TABLE>
(Dollars in Millions)

                                                                       Three Months Ended                Six Months Ended
                                                                  ------------------------------    ------------------------------
                                                                  December 25,      December 26,    December 25,      December 26,
                                                                      1999              1998            1999              1998
                                                                  ------------      ------------    ------------      ------------
<S>                                                                <C>               <C>              <C>              <C>
Net Sales:
   Vegetables                                                      $  271.2          $   254.6        $  471.5         $   333.4
   Fruits                                                              45.6               43.3            68.9              68.4
   Snacks                                                              22.0               22.6            43.4              44.4
   Canned Meals                                                        18.4               17.9            35.0              32.7
   Other                                                               13.2               12.1            27.9              25.5
                                                                   --------          ---------        --------         ---------
     Continuing segments                                              370.4              350.5           646.7             504.4
   Businesses sold1                                                    10.1               26.2            30.0              54.9
                                                                   --------          ---------        --------         ---------
       Total                                                       $  380.5          $   376.7        $  676.7         $   559.3
                                                                   ========          =========        ========         =========

Operating income:
   Vegetables2                                                     $   28.6          $    19.1        $   43.6         $    22.5
   Fruits                                                               6.3                6.7             9.6               8.9
   Snacks                                                               1.4                1.6             2.9               3.6
   Canned Meals                                                         2.6                1.7             4.5               3.1
   Other                                                                0.6                1.0             1.5               1.0
                                                                   --------          ---------        --------         ---------
     Continuing segments                                               39.5               30.1            62.1              39.1
   Businesses sold1                                                    (0.9)               1.0            (1.4)              4.5
                                                                   --------          ---------        --------         ---------
       Total                                                           38.6               31.1            60.7              43.6
Gain on sales of assets                                                 2.3                0.0             2.3              64.2
                                                                   --------          ---------        --------         ---------
Total consolidated operating income                                    40.9               31.1            63.0             107.8
Interest expense                                                      (21.8)             (18.6)          (42.5)            (27.0)
Amortization of debt issue costs associated with a Bridge Facility      0.0               (5.5)            0.0              (5.5)
                                                                   --------          ---------        --------         ---------
Income before taxes, dividends, allocation of net proceeds
   and extraordinary item                                          $   19.1          $     7.0        $   20.5         $    75.3
                                                                   ========          =========        ========         =========

<FN>
1  Includes the Midwest private label canned  vegetable  business sold in fiscal
   2000 and the aseptic and peanut butter businesses sold in fiscal 1999.

2  The  vegetable   product  line  includes  earnings  derived  from  Agrilink's
   investment  in Great Lakes Kraut Company of $1.2 million and $1.1 million for
   the three months ended December 25, 1999 and December 26, 1998, respectively,
   and $1.7 million for both the six months ended December 25, 1999 and December
   26, 1998.
</FN>
</TABLE>

NOTE 7. SUBSIDIARY GUARANTORS

Kennedy  Endeavors,   Incorporated  and  Linden  Oaks  Corporation  wholly-owned
subsidiaries of Agrilink  ("Subsidiary  Guarantors"),  and Pro-Fac, have jointly
and severally,  fully and unconditionally  guaranteed,  on a senior subordinated
basis,  the  obligations  of Agrilink with respect to Agrilink's  11-7/8 percent
Senior  Subordinated  Notes due 2008 ("New Notes") and the New Credit  Facility.
The  covenants in the New Notes and the New Credit  Facility do not restrict the
ability of the Subsidiary Guarantors to make cash distributions to Agrilink.

Separate  financial  statements and other disclosures  concerning the Subsidiary
Guarantors  are not  presented  because  management  has  determined  that  such
financial  statements and other disclosures are not material.  Accordingly,  set
forth below is certain summarized  financial  information derived from unaudited
historical financial  information for the Subsidiary  Guarantors,  on a combined
basis.
<PAGE>



<TABLE>
(Dollars in Millions)
<CAPTION>

                                                                       Three Months Ended                Six Months Ended
                                                                  ------------------------------   -------------------------------
                                                                  December 25,      December 26,    December 25,      December 26,
                                                                      1999              1998            1999              1998
                                                                  ------------      ------------    ------------      ------------
<S>                                                                 <C>               <C>              <C>              <C>
Summarized Statement of Operations:
   Net sales                                                        $ 20.9            $ 3.0            $ 39.2           $  6.3
   Gross profit                                                       17.4              1.4              31.8              3.0
   Income from continuing operations                                  17.6              0.3              31.7              0.6
   Net income                                                         11.4              0.3              20.6              0.6

Summarized Balance Sheet:
   Current assets                                                   $  2.9            $ 1.9
   Noncurrent assets                                                 214.3              7.0
   Current liabilities                                                 7.7              0.8
</TABLE>
On March 2, 1999,  Agrilink  transferred  trademarks valued at $212.6 million to
Linden  Oaks  Corporation.  By  consolidating  the  trademarks  into a  separate
subsidiary,  Agrilink  is able to  monitor  more  closely  and  efficiently  the
benefits  associated  with its  trademarks.  The royalty fees that are earned by
Linden Oaks Corporation in connection with the trademarks are insignificant with
respect to the Consolidated Statement of Operations and Net Proceeds.

NOTE 8. OTHER MATTERS

Dividends:  Subsequent to quarter end, the Cooperative  declared a cash dividend
of $.43 per share on the Class A Cumulative  Preferred  Stock.  These  dividends
approximate $1.8 million and were paid on January 31, 2000.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The purpose of this discussion is to outline the significant reasons for changes
in the Unaudited  Consolidated  Statement of Operations  and Net Proceeds in the
second quarter and first six months of fiscal 2000 versus such periods in fiscal
1999.

Pro-Fac  Cooperative,  Inc.'s  ("Pro-Fac"  or  the  "Cooperative")  wholly-owned
subsidiary,  Agrilink Foods,  Inc.  ("Agrilink")  has four primary product lines
including:  vegetables,  fruits,  snacks and  canned  meals.  The  Cooperative's
subsidiary, AgriFrozen, has vegetables as its primary product line. The majority
of each of the  product  lines'  net sales are  within  the  United  States.  In
addition,  all of  the  Cooperative's  operating  facilities,  excluding  one in
Mexico, are within the United States.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable  category  include Birds Eye,  Birds Eye Voila!,  Freshlike,  Veg-All,
McKenzies,  Brooks Chili Beans,  Farman's,  and Nalley.  The fruit  product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stews,  soups, and various other ready-to-eat  prepared meals.  Branded products
within the canned meal category include Nalley. The Cooperative's  other product
line primarily  represents salad dressings.  Brand products within this category
include Bernstein's, and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three and six months ended December 25, 1999 and December 26, 1998.


<PAGE>


<TABLE>
EBITDA1,2
<CAPTION>
(Dollars in Millions)

                                                    Three Months Ended                               Six Months Ended
                                        ------------------------------------------      -------------------------------------------
                                            December 25,          December 26,             December 25,             December 26,
                                                1999                  1998                     1999                     1998
                                        -------------------     ------------------      -------------------     -------------------
                                                     % of                   % of                    % of                     % of
                                            $        Total          $       Total        $          Total          $         Total
                                         -------    -------      ------     -----     -------      -------     --------     ------

<S>                                      <C>          <C>        <C>         <C>      <C>            <C>       <C>           <C>
Vegetables                               $ 37.0       75.2%      $ 28.9      65.1%    $  60.0        73.3%     $  34.8       55.9%
Fruits                                      6.7       13.6          7.2      16.2        10.4        12.7          9.9       15.9
Snacks                                      2.1        4.3          2.1       4.7         4.5         5.5          4.8        7.7
Canned Meals                                3.1        6.3          2.3       5.2         5.4         6.6          4.2        6.8
Other                                       1.0        2.0          1.4       3.2         2.4         2.9          1.8        2.9
                                         ------      -----       ------     -----     -------       -----      --------     -----
Continuing operations                      49.9      101.4         41.9      94.4        82.7       101.0         55.5       89.2
Businesses sold3                           (0.7)      (1.4)         2.5       5.6        (0.8)       (1.0)         6.7       10.8
                                         ------      -----       ------     -----     -------       -----      --------     -----
     Total                               $ 49.2      100.0%      $ 44.4     100.0%    $  81.9       100.0%     $  62.2      100.0%
                                         ======      =====       ======     =====     =======       =====      ========     =====

<FN>
1  Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is
   defined  as the sum of pretax  income  before  dividends,  allocation  of net
   proceeds,  extraordinary item, interest expense,  amortization of debt issues
   costs  associated with a Bridge  Facility,  depreciation  and amortization of
   goodwill and other intangibles.

   EBITDA should not be considered as an alternative to net income or cash flows
   from operations or any other generally accepted accounting principles measure
   of performance or as a measure of liquidity.

   EBITDA is  included  herein  because  the  Cooperative  believes  EBITDA is a
   financial  indicator of a  Cooperative's  ability to service debt.  EBITDA as
   calculated  by the  Cooperative  may not be  comparable  to  calculations  as
   presented by other companies.

2  Excludes gain on sales of assets.  See NOTES 2 and 5 to the "Notes to Consolidated Financial Statements."

3  Represents  the  operating  results  of  the  Midwest  private  label  canned
   vegetable  business  sold in fiscal  2000 and the  operating  results  of the
   aseptic and peanut butter  operations  sold in fiscal 1999. See NOTES 2 and 5
   to the "Notes to Consolidated Financial Statements."
</FN>
</TABLE>

<TABLE>
Net Sales
(Dollars in Millions)
<CAPTION>

                                                    Three Months Ended                               Six Months Ended
                                        ------------------------------------------      -------------------------------------------
                                            December 25,          December 26,             December 25,             December 26,
                                                1999                  1998                     1999                     1998
                                        -------------------     ------------------      -------------------     -------------------
                                                     % of                   % of                    % of                    % of
                                            $        Total          $        Total        $         Total         $        Total
                                        ---------   --------    --------    ------     ---------    ------     --------    ------

<S>                                      <C>          <C>       <C>          <C>       <C>           <C>        <C>         <C>
Vegetables                               $271.2       71.3%     $254.6       67.6%     $471.5        69.7%      $333.4      59.6%
Fruits                                     45.6       12.0        43.3       11.5        68.9        10.2         68.4      12.2
Snacks                                     22.0        5.8        22.6        6.0        43.4         6.4         44.4       7.9
Canned Meals                               18.4        4.8        17.9        4.7        35.0         5.2         32.7       5.9
Other                                      13.2        3.5        12.1        3.2        27.9         4.1         25.5       4.6
                                         ------      -----      ------      -----      ------       -----       ------     -----
Continuing segments                       370.4       97.4       350.5       93.0       646.7        95.6        504.4      90.2
Businesses sold1                           10.1        2.6        26.2        7.0        30.0         4.4         54.9       9.8
                                         ------      -----      ------      -----      ------       -----       ------     -----
     Total                               $380.5      100.0%     $376.7      100.0%     $676.7       100.0%      $559.3     100.0%
                                         ======      =====      ======      =====      ======       =====       ======     =====

<FN>
1  Includes net sales of the Midwest  private  label canned  vegetable  business
   sold in fiscal 2000 and net sales of the aseptic and peanut butter operations
   sold  in  fiscal  1999.  See  NOTES  2 and 5 to the  "Notes  to  Consolidated
   Financial Statements."
</FN>
</TABLE>


<PAGE>



<TABLE>
Operating Income1
<CAPTION>
(Dollars in Millions)

                                                    Three Months Ended                               Six Months Ended
                                        ------------------------------------------      -------------------------------------------
                                            December 25,          December 26,             December 25,             December 26,
                                                1999                  1998                     1999                     1998
                                        -------------------     ------------------      -------------------     -------------------
                                                     % of                   % of                     % of                   % of
                                            $        Total         $        Total          $         Total          $       Total
                                         ------     -------     -------    -------      -------     --------     ------    -------

<S>                                      <C>          <C>       <C>          <C>        <C>           <C>        <C>         <C>
Vegetables                               $ 28.6       74.1%     $  19.1      61.4%      $  43.6       71.8%      $ 22.5      51.6%
Fruits                                      6.3       16.3          6.7      21.6           9.6       15.8          8.9      20.4
Snacks                                      1.4        3.6          1.6       5.1           2.9        4.8          3.6       8.3
Canned Meals                                2.6        6.7          1.7       5.5           4.5        7.4          3.1       7.1
Other                                       0.6        1.6          1.0       3.2           1.5        2.5          1.0       2.3
                                         ------      -----      -------     -----       -------       -----      ------    ------
Continuing segments                        39.5      102.3         30.1      96.8          62.1       102.3        39.1      89.7
Businesses sold2                           (0.9)      (2.3)         1.0       3.2          (1.4)       (2.3)        4.5      10.3
                                         ------      -----      -------     -----       -------       -----      ------     -----
     Total                               $ 38.6      100.0%     $  31.1     100.0%      $  60.7       100.0%     $ 43.6     100.0%
                                         ======      =====      =======     =====       =======       =====      ======     =====


<FN>
1  Excludes the gain on sales of assets.  See NOTES 2 and 5 to the "Notes to Consolidated Financial Statements."

2  Represents  the  operating  results  of  the  Midwest  private  label  canned
   vegetable  business sold in fiscal 2000 and operating  results of the aseptic
   and peanut butter  operations  sold in fiscal 1999.  See NOTES 2 and 5 to the
   "Notes to Consolidated Financial Statements."
</FN>
</TABLE>

      CHANGES FROM SECOND QUARTER FISCAL 2000 TO SECOND QUARTER FISCAL 1999

The net income for the second quarter of fiscal 2000 of $14.5 million represents
a $9.4  million  increase as  compared to the second  quarter of fiscal 1999 net
income of $5.1  million.  Comparability  of net  income is,  however,  difficult
because  the results of the second  quarter of fiscal 1999 were  impacted by the
amortization  of debt  issue  costs  associated  with  the  Subordinated  Bridge
Facility. Accordingly,  management believes, to summarize results, an evaluation
of EBITDA from continuing segments, as presented on page 12, is more appropriate
as it allows the operations of the business to be reviewed in a more  consistent
manner.

EBITDA from  continuing  segments  increased $8.0 million,  or 19.1 percent,  to
$49.9  million  in the  second  quarter of the  current  fiscal  year from $41.9
million in the second quarter of the prior fiscal year.

The  vegetable  product line accounts for $8.1 million of the increase in EBITDA
from  continuing  segments and is  primarily  attributable  to the  inclusion of
results from the Agripac  acquisition (the acquisition was completed in February
1999) and improvements at the Agrilink operating level. Improvements at Agrilink
primarily resulted from changes in product mix, and a reduction in product costs
resulting from the synergistic  savings achieved from the DFVC Acquisition.  The
vegetable  category,  however,  has been negatively  impacted by industry market
conditions  within the frozen  vegetable  segment as a result of lower  consumer
demand.  The  decrease in consumer  demand has impacted  both the  Cooperative's
brand and private label product  lines,  however,  the impact has been felt to a
greater  extent within the private label  category.  According to industry data,
for the last 52-week  period,  there has been an overall  decrease in the frozen
vegetable category of 3.3 percent.  For the same 52-week period, the decrease in
the private label category was 8.8 percent.

The Cooperative's fruit product line showed a decrease of $0.5 million due to an
increase in raw product  costs in the current year and a change in the timing of
various promotional programs.

The snack product line EBITDA is consistent with the prior quarter.

Canned meals increased $0.8 million  primarily due to improvements in volume and
production efficiencies within the chili category.

The other  product  line  showed a decrease  of $0.4  million  due to changes in
product mix.


<PAGE>


Net Sales: Total net sales for the second quarter increased $3.8 million, or 1.0
percent,  to $380.5  million in the second  quarter of fiscal  2000 from  $376.7
million in the second  quarter of fiscal 1999.  Excluding  businesses  sold, net
sales  increased  by $19.9  million to $370.4  million in the second  quarter of
fiscal  2000 from  $350.5  million in the second  quarter of fiscal  1999.  This
change is  primarily  attributable  to the  Agripac  acquisition,  completed  in
February  1999,  which  accounted for  additional  net sales of $25.0 million in
fiscal  2000.  This  increase  was offset by the  decline  resulting  from lower
consumer demand and competitive pressures.

Net sales for the fruit  product  line  increased  $2.3  million  in the  second
quarter of fiscal 2000 to $45.6 million from $43.3 million in the second quarter
of fiscal 1999 primarily as a result of  improvements  in volume due to a return
to historic pricing and promotional strategies.

Net sales for the snack  product  line  decreased  $0.6  million  in the  second
quarter of fiscal 2000 to $22.0 million from $22.6 million in the second quarter
of fiscal 1999 primarily within the popcorn category.

Canned meals  increased $0.5 million  primarily  attributable to improvements in
volume within the chili category.

The other  category  increased $1.1 million in the second quarter of fiscal 2000
to $13.2  million  from  $12.1  million in the  second  quarter  of fiscal  1999
primarily as a result of changes in product mix.

Operating Income:  Excluding the impact of businesses sold and the gain on sales
of assets,  operating  income increased from $30.1 million in the second quarter
of fiscal  1999 to $39.5  million in the second  quarter  of fiscal  2000.  This
represents an improvement of $9.4 million or 31.2 percent.

The vegetable product line showed operating income  improvements of $9.5 million
or 49.7 percent in the second quarter of fiscal 2000.  While the category showed
a modest  decline in sales,  the Agrilink  vegetable  product line has benefited
from a change in product  mix and a  reduction  in product  costs as  previously
highlighted.  In addition,  the Agripac  acquisition  accounted  for  additional
operating income of $2.1 million.

The  Cooperative's  fruit  category  showed a decrease of $0.4 million due to an
increase in raw product  costs in the current year and a change in the timing of
various promotional programs.

Snacks  showed a modest  decline of $0.2 million from $1.6 million in the second
quarter of fiscal 1999 to $1.4 million in the second quarter of fiscal 2000.

Canned  meals  showed  an  increase  of  $0.9  million  due   primarily  to  the
improvements in volume and production  efficiencies within the chili category as
highlighted above.

The other product  category  showed a decrease of $0.4 million due to changes in
product mix.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have decreased $1.3 million as compared with the second quarter
of the prior fiscal  year.  This  improvement  is  primarily  attributable  to a
decrease in selling expenses due to personnel reductions and other consolidation
efforts at Agrilink of $3.2 million. This decrease,  however, has been offset by
costs attributable to the Agripac acquisition of $1.9 million.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture formed between Agrilink and
Flanagan Brothers, Inc. on July 1, 1997. There has been no significant change in
the  operations  of the joint  venture  for the second  quarter  of fiscal  2000
compared with the prior year.

Gain on Sales of Assets:  On  December  17,  1999,  Agrilink  sold its  Cambria,
Wisconsin  facility to Del Monte.  Agrilink  received  proceeds of approximately
$10.5 million  which were applied to bank loans.  A gain of  approximately  $2.3
million was recognized on this transaction.


<PAGE>


Interest  Expense:  Interest expense  increased $3.2 million to $21.8 million in
the second  quarter of fiscal 2000 from $18.6  million in the second  quarter of
fiscal 1999.  This  increase is primarily  associated  with  additional  debt to
finance the Agripac acquisition and an overall increase in interest rates.

Amortization of Debt Issue Costs Associated with the Bridge  Facility:  In order
to consummate the DFVC Acquisition,  Agrilink entered into a $200 million bridge
loan facility (the  "Subordinated  Bridge  Facility").  The Subordinated  Bridge
Facility  was repaid with the  proceeds  from the new senior  subordinated  note
offering (see NOTE 2 - "Acquisitions").  Debt issuance costs associated with the
Subordinated  Bridge Facility were $5.5 million and were fully amortized  during
the second quarter of fiscal 1999.

Tax Provision: The provision for taxes increased $2.7 million to $4.6 million in
the second  quarter of fiscal  2000 from $1.9  million in the second  quarter of
fiscal 1999. The increase is a result of the improvement in earnings before tax.
The Cooperative's effective tax rate is impacted by the net proceeds distributed
to members and the non-deductibility of certain amounts of goodwill.

    CHANGES FROM FIRST SIX MONTHS FISCAL 2000 TO FIRST SIX MONTHS FISCAL 1999

The net  income  for the  first  six  months  of  fiscal  2000 of $14.9  million
represents  a $15.5  million  decrease  as  compared  to the first six months of
fiscal  1999 net  income  of $30.4  million.  Comparability  of net  income  is,
however,  difficult  because  the results of the first six months of fiscal 1999
were  significantly  impacted by a gain on the sales of assets, an extraordinary
item relating to the early  extinguishment  of debt and the amortization of debt
issue costs  associated  with the  Subordinated  Bridge  Facility.  In addition,
fiscal 2000 results  reflect six months of interest  expense in the current year
versus three months in the prior year for the additional  debt  associated  with
the  acquisition of DFVC which occurred on September 24, 1998 and the additional
debt  associated  with the Agripac  acquisition  which  occurred on February 23,
1999.  Accordingly,  management believes, to summarize results, an evaluation of
EBITDA from continuing segments, as presented on page 12, is more appropriate as
it allows the  operations  of the  business to be reviewed in a more  consistent
manner.

EBITDA from continuing  segments  increased $27.2 million,  or 49.0 percent,  to
$82.7  million in the first six  months of the  current  fiscal  year from $55.5
million in the first six months of the prior fiscal year.

The vegetable  product line accounts for $25.2 million of the increase in EBITDA
from  continuing  segments in the current year and is primarily  attributable to
the DFVC and Agripac acquisitions.  As a result of the date of acquisition,  the
operating  results for the DFVC Acquisition have been included for six months in
fiscal 2000 and for three months in fiscal 1999.  The operating  results for the
Agripac  acquisition have been included for six months in fiscal 2000 and not at
all in fiscal 1999 results.

In addition,  this  operating  segment has  benefited  from the inclusion of the
Birds Eye, Freshlike,  and Veg-All brands and the higher margins associated with
branded product lines. As outlined earlier,  the frozen vegetable  category has,
however,  been negatively impacted by market conditions within this segment as a
result of lower consumer  demand.  The decrease in consumer  demand has impacted
both the  Cooperative's  brand and private label  product  lines,  however,  the
impact has been felt to a greater extent within the private label category.

The  Cooperative's  fruit product line showed an improvement of $0.5 million due
to the  inclusion in the first six months of fiscal 1999 results of $0.9 million
of expenses associated with a new product launch. In addition,  while volume has
increased in the current year, fiscal 2000 results have been negatively impacted
by an increase in raw product costs.

The snack product line showed a modest decrease of $0.3 million.

Canned meals increased $1.2 million  primarily due to improvements in volume and
production efficiencies within the chili category.

The other  product  line showed  improvements  of $0.6 million due to changes in
product mix.

Net Sales: Total net sales increased $117.4 million,  or 21.0 percent, to $676.7
million in the first six months of fiscal 2000 from $559.3  million in the first
six months of fiscal 1999.  Excluding  businesses  sold, net sales  increased by
$142.3  million to $646.7  million  in the first six months of fiscal  2000 from
$504.4  million  in the first six months of fiscal  1999.  This  improvement  is
primarily  attributable  to an increase of $138.1  million  within the vegetable
product  line.  The Birds Eye,  Freshlike,  and  Veg-All  brands  accounted  for
incremental  sales of $86.2  million in the current year due to the inclusion of
six months of results in fiscal  2000 versus  three  months of results in fiscal
1999. In addition, AgriFrozen accounted for additional sales of $43.0 million.


<PAGE>


Net sales for the fruit  product  line  increased  $0.5 million in the first six
months of fiscal  2000 to $68.9  million  from  $68.4  million  in the first six
months of fiscal 1999 primarily as a result of improvements in volume.

Net sales for the snack  product  line  decreased  $1.0 million in the first six
months of fiscal  2000 to $43.4  million  from  $44.4  million  in the first six
months of fiscal  1999.  Sales  declines  within the  popcorn  category  of $1.3
million were  attributable to competitive  pressures.  The potato chip and other
snack categories showed increases of $0.3 million due to improvements in volume.

Canned meals  increased $2.3 million  primarily  attributable to improvements in
volume within the chili category.

The other category increased $2.4 million in the first six months of fiscal 2000
to $27.9  million  from $25.5  million  in the first six  months of fiscal  1999
primarily as a result of changes in product mix.

Operating Income:  Excluding the impact of businesses sold and the gain on sales
of assets, operating income increased from $39.1 million in the first six months
of fiscal  1999 to $62.1  million in the first six months of fiscal  2000.  This
represents an improvement of $23.0 million or 58.8 percent.

Vegetables showed  improvements of $21.1 million or 93.8 percent.  The change is
primarily attributable to the inclusion of product lines obtained in conjunction
with the DFVC Acquisition for an additional three months in fiscal 2000 results.
The fiscal 2000  results of Agrilink  have also  benefited  from a reduction  in
overall  production costs. This improvement  primarily  reflects the synergistic
savings  achieved from the DFVC  Acquisition  and other  business  consolidation
efforts. In addition, the Agripac acquisition accounted for additional operating
income of $3.4  million in the  current  year.  As the Agripac  acquisition  was
completed on February 23, 1999, there are no results for this entity included in
the first six months of the prior year.

The  Cooperative's  fruit category  showed an improvement of $0.7 million in the
first six months of fiscal 2000 versus the first six months of fiscal 1999. This
improvement  results from the  inclusion in fiscal 1999 of $0.9 million of costs
associated  with a new  product  launch.  No such costs were  incurred in fiscal
2000. In addition,  although the  Cooperative  has  experienced  improvements in
volume within the fruit product line,  fiscal 2000 results have been  negatively
impacted by an increase in raw product costs.

Snacks  showed a decline  of $0.7  million  from $3.6  million  in the first six
months of fiscal  1999 to $2.9  million in the first six months of fiscal  2000.
The decrease primarily resulted from a decline within the popcorn category and a
modest  decline  within the potato  chip and other  snack  categories  due to an
increase in costs.

Canned  meals  showed  an  increase  of  $1.4  million  due   primarily  to  the
improvements in volume and production  efficiencies within the chili category as
highlighted above.

The other product category showed improvements of $0.5 million due to changes in
product mix.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses  have  increased  $27.0 million as compared with the first six
months of the prior fiscal year. The increase is primarily  attributable  to the
inclusion  of the DFVC  operation  for six months in fiscal  2000  versus  three
months in fiscal 1999,  as well as the inclusion of the Agripac  acquisition  in
fiscal 2000. The Cooperative has experienced a decrease in selling  expenses due
to restructuring and consolidation efforts.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture formed between Agrilink and
Flanagan Brothers, Inc. on July 1, 1997. There has been no significant change in
the  operations  of the joint  venture  for the first six months of fiscal  2000
compared with the first six months of fiscal 1999.

Gain on Sales of Assets:  On  December  17,  1999,  Agrilink  sold its  Cambria,
Wisconsin  facility to Del Monte.  Agrilink  received  proceeds of approximately
$10.5 million  which were applied to bank loans.  A gain of  approximately  $2.3
million was recognized on this transaction.

In conjunction with the DFVC Acquisition, Agrilink sold its aseptic operation to
Dean  Foods  in  fiscal  1999.  The  final  purchase  price of $80  million  was
determined in the third quarter of fiscal 1999 based upon an appraisal performed
by an independent appraiser.

Interest  Expense:  Interest expense increased $15.5 million to $42.5 million in
the first six months of fiscal  2000 from $27.0  million in the first six months
of fiscal 1999.  This increase is associated  with  additional  debt utilized to
finance the DFVC and Agripac


<PAGE>

acquisitions and higher levels of seasonal borrowings to fund additional working
capital requirements associated with the increase in the Cooperative's size.

Amortization of Debt Issue Costs Associated with the Bridge  Facility:  In order
to consummate the DFVC Acquisition,  Agrilink entered into a $200 million bridge
loan facility (the  "Subordinated  Bridge  Facility").  The Subordinated  Bridge
Facility  was repaid with the  proceeds  from the new senior  subordinated  note
offering (see NOTE 2 - "Acquisitions").  Debt issuance costs associated with the
Subordinated  Bridge Facility were $5.5 million and were fully amortized  during
the second quarter of fiscal 1999.

Tax Provision:  The provision for taxes  decreased $21.2 million to $5.7 million
in the first  six  months of fiscal  2000 from  $26.9  million  in the first six
months of fiscal 1999. Of this decrease,  $25.0 million is  attributable  to the
provision  associated  with  the  fiscal  1999  gain  on  sale  of  the  aseptic
operations.  The remaining  variance was impacted by the improvement in earnings
before tax. The Cooperative's effective tax rate is impacted by the net proceeds
distributed to members and the non-deductibility of certain amounts of goodwill.

Extraordinary  Item Relating to the Early  Extinguishment of Debt:  Concurrently
with  the DFVC  Acquisition,  Agrilink  refinanced  its  existing  indebtedness,
including its 12 1/4 percent  Senior  Subordinated  Notes due 2005 (see NOTE 2 -
"Acquisitions")  and its then  existing  bank debt.  Premiums and breakage  fees
associated  with early  redemptions  and other fees  incurred  amounted to $18.0
million (net of income taxes of $10.4 million) and were  recognized in the first
quarter of fiscal 1999.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated  Statement  of Cash  Flows" for the first six months of fiscal 2000
compared to the first six months of fiscal 1999.

Net cash used in operating  activities increased $9.3 million over the first six
months of the  prior  fiscal  year.  This  increase  primarily  results  from an
increase in inventories  due to the  harvesting of crops and related  production
activities  during this time offset by  variances  within  accounts  payable and
other accruals due to the timing of liquidation of outstanding balances.

Net cash used in investing activities in the first six months of fiscal 1999 was
impacted by the DFVC  Acquisition  and the sale of the aseptic  operations.  The
purchase  of  property,  plant and  equipment  increased  $7.4  million to $16.0
million for the first six months of fiscal 2000 from $8.6  million for the first
six months of fiscal  1999.  The  increase  was  primarily  utilized  to support
additional  operating  facilities  acquired  in  conjunction  with  the DFVC and
Agripac acquisitions.

Net cash provided by financing activities in the first six months of fiscal 1999
was significantly  impacted by the DFVC Acquisition and the activities completed
concurrent with the acquisition to refinance existing indebtedness.

AGRILINK DEBT

Borrowings:  Under Agrilink's New Credit Facility, Agrilink is able to borrow up
to $200 million for seasonal working capital purposes under the Revolving Credit
Facility.  The  Revolving  Credit  Facility  may also be utilized in the form of
letters of credit.

As of December 25, 1999,  (i) cash  borrowings  outstanding  under the Revolving
Credit Facility were $73.6 million,  (ii) there were $15.8 million in letters of
credit outstanding, and (iii) additional availability under the Revolving Credit
Facility,  after  taking into  account the amount of  borrowings  and letters of
credit  outstanding,  was $110.6 million.  Agrilink  believes that the cash flow
generated by operations  and the amounts  available  under the Revolving  Credit
Facility  provide  adequate  liquidity to fund working capital needs and capital
expenditures.

Certain  financing  arrangements  require that Pro-Fac and Agrilink meet certain
financial tests and ratios and comply with certain restrictions and limitations.
As of December 25, 1999,  Pro-Fac and Agrilink are in  compliance  with all such
covenants, restrictions, and limitations.

Interest Rate Risk  Management:  The  Cooperative is subject to market risk from
exposure  to  changes  in  interest  rates  based on its  financing  activities.
Agrilink has entered into certain financial instrument  transactions to maintain
the desired level of exposure to the risk of interest rate  fluctuations  and to
minimize  interest  expense.  More  specifically,  Agrilink has entered into two
interest rate swap agreements with the Bank of Montreal.  The agreements provide
for fixed  interest rate payments by Agrilink in exchange for payments  received
at the three-month LIBOR rate.


<PAGE>



The following is a summary of Agrilink's interest rate swap agreements:

                                                     December 25, 1999

Interest Rate Swap:
Variable to Fixed - notional amount                    $250,000,000
   Average pay rate                                    4.96 - 5.32%
   Average receive rate                                   6.085%
   Maturities through                                      2001

Agrilink  had a  two-year  option  to  extend  the  maturity  date on one of the
interest rate swap agreements with a notional amount of $100,000,000. On June 8,
1999,   Agrilink  sold  this  option  to  Bank  of  Montreal  for  approximately
$2,050,000.  The gain  resulting  from the  sale is  being  recognized  over the
remaining life of the interest rate swap.

While there is potential  that interest  rates will fall, and hence minimize the
benefits of  Agrilink's  hedge  position,  it is  Agrilink's  position that on a
long-term  basis,  the  possibility  of interest  rates  increasing  exceeds the
likelihood of interest rates decreasing.  Agrilink will, however, monitor market
conditions to adjust its position as it considers necessary.

AGRIFROZEN DEBT

Borrowings:  Under  AgriFrozen's  CoBank Credit Facility,  AgriFrozen is able to
borrow up to $55.0  million for  seasonal  working  capital  purposes  under the
CoBank Revolving Credit Facility.

As of  December  25,  1999,  (i) cash  borrowings  outstanding  under the CoBank
Revolving Credit Facility were $50.1 million,  and (ii) additional  availability
under the CoBank Revolving Credit Facility, after taking into account the amount
of  borrowings,  was $4.9  million.  AgriFrozen  believes  that  the  cash  flow
generated by operations  and the amounts  available  under the CoBank  Revolving
Credit  Facility  provide  adequate  liquidity to fund working capital needs and
capital expenditures.

AgriFrozen's  obligations  are not  guaranteed  by Pro-Fac or  Agrilink  and are
expressly nonrecourse as to Pro-Fac and Agrilink.

Certain  financing  arrangements  require that AgriFrozen meet certain financial
tests and ratios and comply with certain  restrictions  and  limitations.  As of
December  25,  1999,  AgriFrozen  was in  compliance  with all  such  covenants,
restrictions, and limitations.

OTHER MATTERS

Restructuring:  During the third  quarter of fiscal 1999,  Agrilink  completed a
corporate-wide restructuring program. The overall objectives of the plan were to
reduce expenses,  improve  productivity,  and streamline  operations.  The total
restructuring  charge  amounted to $5.0 million and was  primarily  comprised of
employee termination benefits (which are estimated to improve annual earnings by
approximately  $8.0  million).  Efforts  have  focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
work force.  Reductions  in personnel  include  operational  and  administrative
positions.  Of this charge,  $2.3 million has been  liquidated to date,  and the
remaining termination benefits are anticipated to be liquidated by June 2000.

Short- and Long-Term  Trends:  The vegetable and fruit  portions of the business
can be positively or negatively  affected by weather  conditions  nationally and
the resulting impact on crop yields.  Favorable  weather  conditions can produce
high crop yields and an oversupply situation.  This results in depressed selling
prices and reduced  profitability  on the  inventory  produced  from that year's
crops.  Excessive  rain or drought  conditions can produce low crop yields and a
shortage  situation.  This  typically  results  in  higher  selling  prices  and
increased  profitability.  While the  national  supply  situation  controls  the
pricing, the supply can differ regionally because of variations in weather.

Management  believes  that the  decrease  in  consumer  demand  may result in an
increased supply throughout the industry.  Accordingly,  management  anticipates
pricing,  consistent  with prior years,  may be negatively  impacted  during the
third and fourth quarters.

Year  2000  Readiness  Disclosure:  The  Cooperative  has  not  experienced  any
significant  Year 2000 related system failures nor, to  management's  knowledge,
have any of Pro-Fac's suppliers.  The Cooperative intends to continue to monitor
and test systems for ongoing Year 2000 compliance;  however,  management  cannot
guarantee that the systems of other  companies upon which  operations rely could
not be affected by issues associated with the Year 2000 conversion.


<PAGE>


All material costs associated with Agrilink's Year 2000 compliance  project were
covered  under its  service  agreement  with  Systems  and  Computer  Technology
Corporation ("SCT").  Agrilink's ten-year agreement with SCT is currently valued
at $50 million and is for SCT's  OnSite  outsourcing  services,  which  includes
assistance  in solving  the Year 2000  issue.  These  amounts  have been  funded
through operating cash flows.

Prior to  AgriFrozen's  acquisition  of Agripac's  frozen  vegetable  processing
business, the Cooperative conducted an analysis of Agripac's associated computer
hardware and software systems.  Based on this analysis,  AgriFrozen has replaced
its  computer  hardware  with year 2000  ready  hardware  and will  enter into a
sublease with  Agrilink  pursuant to which it will license  Agrilink's  software
systems. Costs of $0.7 million associated with AgriFrozen's Year 2000 compliance
project were primarily  covered under its service agreement with EDS or internal
resources. These amounts have been funded through operating cash flows.

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time, the  Cooperative  makes oral and written  statements that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995 (the  "Act") or by the  Securities  and  Exchange
Commission  ("SEC") in its rules,  regulations,  and releases.  The  Cooperative
desires  to  take  advantage  of the  "safe  harbor"  provisions  in the Act for
forward-looking  statements made from time to time,  including,  but not limited
to, the forward-looking information contained in the Management's Discussion and
Analysis  (pages  11 to 19) and other  statements  made in this Form 10-Q and in
other filings with the SEC.

The Cooperative cautions readers that any such  forward-looking  statements made
by  or  on  behalf  of  the  Cooperative  are  based  on  management's   current
expectations  and beliefs but are not guarantees of future  performance.  Actual
results  could  differ  materially  from  those  expressed  or  implied  in  the
forward-looking   statements.   Among  the   factors   that  could   impact  the
Cooperative's ability to achieve its goals are:

|X| the impact of strong competition in the food industry;

|X| the impact of weather on the volume and quality of raw product;

|X|  the  inherent  risks  in  the  marketplace   associated  with  new  product
     introductions, including uncertainties about trade and consumer acceptance;

|X|  the  continuation of the  Cooperative's  success in integrating  operations
     (including  whether the  anticipated  cost savings in  connection  with its
     acquisitions will be realized and the timing of any such realization),  and
     the availability of acquisition and alliance opportunities;

|X|  the Cooperative's ability to achieve gains in productivity and improvements
     in capacity utilization; and

|X|  the Cooperative's ability to service debt.

                            MARKET AND INDUSTRY DATA

Unless otherwise  stated herein,  industry and market share data used throughout
this Form 10-Q was derived from industry  sources believed by the Cooperative to
be reliable.  Such data was obtained or derived  from  consultants'  reports and
industry publications.  Consultants' reports and industry publications generally
state that the  information  contained  therein has been  obtained  from sources
believed  to be  reliable,  but  that  the  accuracy  and  completeness  of such
information is not guaranteed.  The Cooperative has not  independently  verified
such data and makes no representation to its accuracy.


<PAGE>

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

            Exhibit Number                           Description

                 27                           Financial Data Schedule

     (b) The following reports on Form 8-K were filed during the period to which
this report relates.

                Date                                    Item

          November 24, 1999                      Item 5 - Other Events


<PAGE>




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                PRO-FAC COOPERATIVE, INC.



Date:    February 7, 2000                    BY:/s/   Stephen R. Wright
         ----------------                       ---------------------------
                                                      STEPHEN R. WRIGHT
                                                       GENERAL MANAGER




Date:    February 7, 2000                    BY:/s/    Earl L. Powers
         ----------------                       --------------------------
                                                       EARL L. POWERS
                                                  VICE PRESIDENT FINANCE AND
                                                      ASSISTANT TREASURER
                                               (Principle Financial Officer and
                                                 Principle Accounting Officer)